SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
  
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Gaudiosi Monica M
(Last) (First) (Middle)
5444 WESTHEIMER ROAD
(Street)
HOUSTON TX 77056-5306
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SOUTHERN UNION CO [ SUG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & General Counsel
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 12/31/2008 P 831.211 A (1) 1,861.8708 I 401(k) Plan(1)
Common Stock 9,400 D
Common Stock (Restricted) 2,100(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to purchase) $24.0572 (3) 07/26/2015 Common Stock 1,365 1,365 D
Employee Stock Option (Right to purchase) $22.68 (4) 11/11/2015 Common Stock 25,000 25,000 D
Cash Restricted Units (5) (5) (5) Common Stock 2,494 2,494 D
Stock Appreciation Rights $28.07 (6) 12/27/2016 Common Stock 23,753 23,753 D
Cash Restricted Units (7) (7) (7) Common Stock 5,430 5,430 D
Stock Appreciation Rights $28.48 (8) (8) Common Stock 38,685 38,685 D
Cash Restricted Units (9) (9) (9) Common Stock 23,195 23,195 D
Stock Appreciation Rights $12.55 (10) 12/15/2018 Common Stock 95,336 95,336 D
Explanation of Responses:
1. This information concerns shares held under the Issuer's 401(k) Plan. This report reflects shares purchased for the plan by the plan trustee, at the sole discretion of the trustee, at such prices as were available in the open market at the time of such purchases. Information reported herein is based on a plan statement for the period ended December 31, 2008.
2. Restrictions on 1,575 shares have lapsed and are held directly. The restrictions expire on the remaining 525 shares on July 26, 2009.
3. 1024 options are vested and currently exercisable. The Reporting Person will become vested in the remaining 341 options on July 26, 2009.
4. 18,750 options are currently exercisable.The Reporting Person will become vested in the remaining 6,250 on November 11, 2009.
5. 7,482 cash restricted units were awarded to the Reporting Person on December 28, 2006 ("Grant Date 2006"). The cash restricted units permit the recipient to receive, on predetermined dates upon expiration of applicable restrictions, cash in an amount equal to a specified number of shares of the Company's common stock valued at the closing price of the Company's common stock on such dates. Restrictions on the award will expire in equal annual installments on the first, second and third anniversaries of Grant Date 2006. To date, restrictions have expired on 4,988 of the cash restricted units.
6. Stock appreciation rights will be settled in shares of common stock at an exercise price of $28.07 per share, which was equal to the closing price on Grant Date 2006. The award will vest in equal annual installments on the first, second and third anniversaries of the Grant Date 2006. To date 15,834 stock appreciation rights have vested.
7. 8,144 cash restricted units were awarded to the Reporting Person on December 17, 2007 ("Grant Date 2007"). The cash restricted units permit the recipient to receive, on predetermined dates upon expiration of applicable restrictions, cash in an amount equal to a specified number of shares of the Company's common stock valued at the closing price of the Company's common stock on such dates. Restrictions on the award will expire in equal annual installments on the first, second and third anniversaries of Grant Date 2007. To date, restrictions have expired on 2,714 of the cash restricted units.
8. Stock appreciation rights will be settled in shares of common stock at an exercise price of $28.48 per share, which was equal to the closing price on the Grant Date 2007. The award will vest in equal annual installments on the first, second and third anniversaries of Grant Date 2007. To date, 12,895 stock appreciation rights have vested.
9. 23,195 cash restricted units were awarded to the Reporting Person on December 15, 2008 ("Grant Date 2008"). The cash restricted units permit the recipient to receive, on predetermined dates upon expiration of applicable restrictions, cash in an amount equal to a specified number of shares of the Company's common stock valued at the closing price of the Company's common stock on such dates. Restrictions on the award will expire in equal annual installments on the first, second and third anniversaries of Grant Date 2008.
10. Stock appreciation rights will be settled in shares of common stock at an exercise price of $12.55 per share, which was equal to the closing price on the Grant Date 2008. The award will vest in equal annual installments on the first, second and third anniversaries of Grant Date 2008.
Remarks:
Robert M. Kerrigan, III for Monica M. Gaudiosi 02/14/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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